Terms of Service
These Terms of Service ("Terms") govern your access to and use of thelongevityangels.com and any related pages, forms, and communications operated by Longevity Angels LLC, doing business as Longevity Angels ("Longevity Angels," "we," "us," or "our") (together, the "Site"). Please read them carefully.
By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site. These Terms include a limitation of liability (Section 11) and a governing law and venue provision (Section 13) that affect your legal rights.
1. Use of the Site
The Site is open to the public and free to browse. It contains general information about Longevity Angels, our investment philosophy, and the longevity and biotechnology sectors. It is not, and is not the means by which we make, an offering of securities, and no accreditation, membership, or registration is required to read it.
Accreditation is required to participate in a Longevity Angels offering, not to visit this Site. See Sections 3 and 6.
You must be at least 18 years old and legally able to enter into a binding contract in order to agree to these Terms, join our investor network, or participate in an offering.
2. What Longevity Angels Is — and What It Is Not
Longevity Angels is a private network of individual investors that identifies early-stage biotechnology and longevity companies and organizes special purpose vehicles ("SPVs") through which network members may invest on a deal-by-deal basis. SPV formation, subscription documents, capital movement, reporting, and tax documentation are administered through Sydecar, a third-party venture investing platform.
Longevity Angels is not:
- a registered broker-dealer or a member of FINRA or SIPC;
- a registered investment adviser or an investment company registered under the Investment Company Act of 1940;
- a bank, a custodian, or a provider of legal, tax, or accounting services;
- a fiduciary to you by reason of your use of the Site or your membership in the network.
We do not recommend securities to you, evaluate the suitability of any investment for your particular circumstances, or manage assets on your behalf. Any advisory relationship that exists with respect to a specific SPV arises solely under that SPV's governing documents, not under these Terms.
3. No Offer of Securities; Nature of Site Content
The information on this Site is for general informational purposes only. It is not an offer to sell, or a solicitation of an offer to buy, any security, and it does not describe the terms of any offering.
Any offer of securities by Longevity Angels or an affiliated SPV will be made only to eligible investors, and only through definitive offering and subscription documents delivered through Sydecar. Those documents — including the SPV's operating agreement, subscription agreement, and any risk disclosures — govern in all respects and supersede anything stated on the Site, in any presentation, or in any conversation with our team. You should not rely on the Site in making any investment decision.
Each offering is conducted in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), determined on a deal-by-deal basis:
- Offerings under Rule 506(b). Where an offering is conducted under Rule 506(b), it is not offered by means of general solicitation or general advertising. Nothing on the Site constitutes an offer of any Rule 506(b) offering. Access to information about such an offering is limited to persons with whom Longevity Angels has established a pre-existing, substantive relationship prior to the commencement of the offering. Accredited investor status may be established by written representation.
- Offerings under Rule 506(c). Where an offering is conducted under Rule 506(c), all purchasers must be accredited investors and Longevity Angels or its agents must take reasonable steps to verify accredited investor status. Self-certification alone is not sufficient, and you may be required to provide documentation or a written confirmation from a licensed attorney, certified public accountant, registered investment adviser, or registered broker-dealer.
Interests in the SPVs are offered in reliance on exemptions from registration and have not been registered with, reviewed by, recommended by, or approved by the U.S. Securities and Exchange Commission, any state securities regulator, or any other authority. No regulator has passed upon the merits of any offering or the accuracy or adequacy of any information provided. Any representation to the contrary is unlawful.
4. Investment Risk
- Your capital is at risk, up to and including the full amount invested.
- Your capital will be committed for a long time. There is no public market for SPV interests or the underlying securities, transfer is restricted, and there is no redemption right. Exits take years and are not assured.
- Nothing we say is a guarantee or a projection. No statement on the Site or by our team is a promise, forecast, or guarantee of any return.
- Past performance is not indicative of future results. References to prior investments or portfolio companies are background only and should not be assumed representative of all investments made by Longevity Angels or its principals.
Risks specific to a given opportunity — company stage, clinical and regulatory risk, dilution and follow-on financing, information and voting rights, fees and carried interest, and tax treatment including Schedule K-1 timing — are described in that offering's documents and in Sydecar's Risk Disclosures. Review them in full, and consult your own legal, tax, and financial advisers, before subscribing.
Statements on the Site about future events — including the development of therapies, market trends, or the prospects of any company or sector — are forward-looking, reflect our views as of the date made, involve known and unknown risks, and may prove incorrect. We undertake no obligation to update them.
5. No Investment, Legal, or Tax Advice
Nothing on the Site, and no communication from Longevity Angels or its personnel, constitutes investment, legal, tax, or accounting advice, or a recommendation that any security or strategy is suitable for you. You are solely responsible for your investment decisions and for determining whether any opportunity is appropriate for your financial situation, risk tolerance, and objectives. You should consult your own advisers before investing.
6. Joining the Network; Eligibility to Invest; Accuracy of Your Information
Anyone may read this Site and anyone may contact us. Participation in a Longevity Angels offering, however, is limited to accredited investors as that term is defined in Rule 501(a) of Regulation D. No offering is made to, and no subscription will be accepted from, any person in a jurisdiction where such an offer or sale would be unlawful, or from any person who is not eligible to invest under applicable law.
Submitting an interest form or accreditation questionnaire does not entitle you to membership in the network, to receive information about any offering, or to participate in any offering. Longevity Angels may, in its sole discretion and without stating a reason, decline, limit, suspend, or terminate your access to the network or to any offering, and may reduce or reject any indicated allocation.
You represent and warrant that all information you provide to us — including representations regarding your accredited investor status, income, net worth, and identity — is true, accurate, and complete, and you agree to promptly notify us if it ceases to be accurate. We rely on these representations to comply with our obligations under the federal securities laws. Providing false information may result in immediate termination of access, rescission of a subscription, and legal liability.
7. Confidentiality
Information we provide to you about a prospective or existing investment — including company names in the context of a live opportunity, diligence materials, financial statements, projections, deal terms, and the identities of other network members — is confidential and proprietary. You agree to:
- use it solely to evaluate your own possible participation;
- not disclose it to any third party other than your own advisers who are bound by a duty of confidentiality;
- not publish, post, forward, or otherwise distribute it, including on social media; and
- return or destroy it upon our request.
Public disclosure of a live offering can jeopardize the exemption from registration on which the offering relies and cause harm to Longevity Angels, the SPV, and the portfolio company. You acknowledge that monetary damages may be inadequate and that we are entitled to seek injunctive relief for a breach of this Section. These obligations are in addition to, and not in place of, any separate non-disclosure agreement or provisions in an SPV's governing documents.
8. Third-Party Platforms and Links
Subscriptions, funding, reporting, and tax documentation for Longevity Angels offerings are administered by Sydecar. Your use of Sydecar is governed by Sydecar's own Terms of Service, Privacy Notice, and Risk Disclosures, and you are responsible for reviewing and complying with them. Longevity Angels does not control Sydecar and is not responsible for its services, availability, security, or content. The Site may also link to other third-party websites; we provide those links for convenience and do not endorse or accept responsibility for them.
9. Acceptable Use
You agree not to:
- use the Site for any unlawful purpose or in violation of the federal or state securities laws;
- misrepresent your identity, accreditation status, or affiliation;
- attempt to gain unauthorized access to any part of the Site or any related system;
- scrape, harvest, or systematically extract data from the Site, or use automated means to access it;
- introduce malicious code, or interfere with or disrupt the Site;
- use information obtained from the Site or from us to solicit our network members or portfolio companies, or to compete with us; or
- reproduce, republish, or exploit any Site content except as expressly permitted.
10. Intellectual Property
The Site and its contents — including text, graphics, photographs, logos, the "Longevity Angels" name and marks, and the selection and arrangement of content — are owned by Longevity Angels or its licensors and are protected by intellectual property laws. You may view and print content for your personal, non-commercial use in evaluating a potential investment. No other license is granted. If you send us feedback or suggestions, you grant us an unrestricted, royalty-free right to use them without obligation to you.
11. Disclaimers and Limitation of Liability
THE SITE AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT INFORMATION ON THE SITE IS CURRENT, COMPLETE, OR ACCURATE, AND WE MAY CHANGE OR REMOVE IT AT ANY TIME WITHOUT NOTICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LONGEVITY ANGELS NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST INVESTMENT OPPORTUNITY, LOSS OF DATA, OR INVESTMENT LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Nothing in these Terms limits or waives any right or remedy you may have under the federal or state securities laws, and no provision of these Terms is intended to constitute a waiver of compliance with any provision of the Securities Act, the Securities Exchange Act of 1934, or the rules thereunder. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions our liability is limited to the greatest extent permitted by law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Longevity Angels and its members, managers, officers, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to your breach of these Terms, your misuse of the Site, your breach of Section 7 (Confidentiality), or any misrepresentation you make regarding your accredited investor status or identity.
13. Governing Law and Venue
These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You and Longevity Angels agree that any action or proceeding will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to the personal jurisdiction of those courts and waive any objection based on venue or inconvenient forum.
Disputes relating to a specific SPV or investment are governed by that SPV's governing documents, which control over this Section to the extent of any conflict.
Any claim arising out of or relating to the Site or these Terms must be brought within one (1) year after the claim arises, except where a longer period is required by applicable law, including the federal securities laws.
14. Changes to the Site and These Terms
We may modify, suspend, or discontinue the Site or any part of it at any time. We may also revise these Terms; the revised version will be posted here with an updated date, and material changes will be communicated to network members by email. Your continued use of the Site after the effective date of a revision constitutes acceptance of the revised Terms.
15. General
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Longevity Angels regarding the Site, and do not modify the governing documents of any SPV.
16. Contact
Longevity Angels LLC
Email: cooper@thelongevityangels.com